NXY.PR.A Plan of Arrangement Effective Soon

On July 23, 2012, Nexen entered into an agreed to be acquired by CNOOC:

In addition, under the terms of the transaction, if approved by the holders of preferred shares in a separate class vote, CNOOC Limited will acquire the outstanding preferred shares of Nexen for a purchase price of C$26.00 per share in cash, plus any dividends accrued but unpaid at the time of closing. However, closing of the arrangement is not conditioned upon approval by the holders of the Nexen preferred shares.

According to the information circular:

Full details of the Arrangement are set out in the accompanying Notice of Special Meeting of Shareholders and Information Circular and Proxy Statement (the ‘‘Information Circular’’). The following is a summary of the relevant terms of the Arrangement for the holders of outstanding Shares:

  • • Common Shareholders (other than dissenting holders of Common Shares) will receive, for each Common Share held, U.S.$27.50 in cash, without interest (the ‘‘Common Share Consideration’’); and
  • • subject to the requisite approval of the Arrangement by the Preferred Shareholders, the Preferred Shareholders (other than dissenting holders of Preferred Shares) will receive, for each Preferred Share held, Cdn.$26.00 in cash (together with an amount equal to all accrued and unpaid dividends up to, but excluding, the date of closing of the Arrangement), without interest (the ‘‘Preferred Share Consideration’’).

The plan was approved by shareholders on September 20, 2012:

The arrangement was approved by approximately 99% of the votes cast by Nexen common shareholders and approximately 87% of the votes cast by Nexen preferred shareholders at the special meeting held on September 20, 2012.

The closing of the arrangement remains subject to the granting of the final order by the Court of Queen’s Bench of Alberta, the receipt of required regulatory approvals and the satisfaction or waiver of the other customary closing conditions.

Nexen has now announced:

Nexen Inc. (“Nexen”, TSX, NYSE: NXY) announced today that Nexen has received approval from the Committee on Foreign Investment in the United States (CFIUS) with respect to the proposed acquisition of Nexen by CNOOC Limited, and now has all of the requisite approvals to proceed to close.

The transaction is expected to close the week of February 25, 2013 and remains subject to customary closing conditions.

S&P has announced:

S&P Canadian Index Services will make the following changes in the S&P/TSX Canadian Indices:

Nexen Inc. (TSX: NXY) has announced today the receipt of all regulatory, shareholder and court approvals for its transaction with CNOOC whereby the shares of Nexen will be acquired by CNOOC for $US27.50 cash per share. The shares of Nexen will be removed from the S&P/TSX Composite, Capped Composite and Composite Equal Weight, the S&P/TSX 60, 60 Capped, 60 130/30 and 60 Equal Weight, the S&P/TSX Capped Energy, the S&P/TSX Composite Dividend and the S&P/TSX Equal Weight Oil & Gas Indices after the close of trading on Wednesday, February 20, 2013. Catamaran Corporation (TSX: CCT) will be removed from the S&P/TSX Completion Index and added to the S&P/TSX 60, 60 Capped and 60 Equal Weight Indices. Catamaran will not be added to the S&P/TSX 60 130/30 Index at this time. The Class ‘A’ Series 2 Preferred Shares of Nexen (TSX: NXY.PR.A) will be removed from the S&P/TSX Preferred Share, the S&P/TSX Preferred Share Laddered and the S&P/TSX North American Preferred Stock Indices at the same time.

One Response to “NXY.PR.A Plan of Arrangement Effective Soon”

  1. […] The Plan of Arrangement with respect to NXY.PR.A has been reported on PrefBlog. […]

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